Evidence of Debt (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. (b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
Lenders’ Evidence of Debt Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Company to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Company, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Company’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.
Accounts and Disbursements The Custodian shall establish and maintain a separate account for each Portfolio and shall credit to the separate account all moneys received by it or a Sub-Custodian for the account of such Portfolio and shall disburse, or cause a Sub-Custodian to disburse, the same only: 1. In payment for Securities purchased for the Portfolio, as provided in Section 7 hereof; 2. In payment of dividends or distributions with respect to the Shares of such Portfolio, as provided in Section 11 hereof; 3. In payment of original issue or other taxes with respect to the Shares of such Portfolio, as provided in Section 12(c) hereof; 4. In payment for Shares which have been redeemed by such Portfolio, as provided in Section 12 hereof; 5. In payment of fees and in reimbursement of the expenses and liabilities of the Custodian attributable to the Fund, as provided in Sections 5 and 16(h) hereof; 6. Pursuant to Instructions setting forth the name of the Portfolio and the name and address of the person to whom the payment is to be made, the amount to be paid and the purpose for which payment is to be made.
Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.
Maintenance of Accounts and Records Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.
Accounts and Notes Receivable Schedule 5.11 sets forth an accurate list of the accounts and notes receivable of the Company, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the Stockholders, which are identified as such. Except to the extent reflected on Schedule 5.11, such accounts, notes and other receivables are collectible in the amounts shown on Schedule 5.11, net of reserves reflected in the balance sheet as of the Balance Sheet Date.
Documents and evidence In connection with any additional security provided in accordance with this clause 8.2, the Agent shall be entitled to receive (at the Borrowers’ expense) such evidence and documents of the kind referred to in schedule 3 as may in the Agent’s opinion be appropriate and such favourable legal opinions as the Agent shall in its absolute discretion require.
Evidence of Debt Register Lenders Books and Records Notes (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof. (c) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.5(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower in accordance with the terms of this Agreement. (d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans, Revolving Credit Loans or Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1, F-2 or F-3 respectively (a “Term Note”, “Revolving Credit Note” or “Swing Line Note”, respectively), with appropriate insertions as to date and principal amount; provided that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans or issuance of Letters of Credit on the Closing Date.
Other documents and evidence (a) The Group Structure Chart. (b) The Financial Model. (c) The Ratings Presentation. (d) The Investor Presentation. (e) The Approved List. (f) The Offering Memorandum. (g) The Steps Paper, in a form agreed upon by the Company and the Agent. (h) A copy of the Original Financial Statements. (i) The Funds Flow Statement in a form agreed by the Company and the Agent setting out the proposed movement of funds on or around the Closing Date. (j) Copies certified as true, complete and up-to-date of each of the Senior Secured Notes Documents to be entered into on or prior to the first Utilisation Date executed by the parties to those documents to the extent not previously delivered (which shall not be required to be in form and substance satisfactory to the Agent). (k) A certificate of the Company (signed by a director) certifying that: (i) the list of Material Companies of the Group set out in Schedule 11 (Material Companies) is correct, complete and up-to-date, as at the Closing Date; (ii) the Coverage Test has been complied with as at the Closing Date; and (iii) the full amount of the Senior Secured Notes (being an aggregate principal amount of not less than USD 325,000,000) has been advanced or will simultaneously with the first Utilisation under this Agreement be applied as shown in the Funds Flow. (l) Evidence that the fees, costs and expenses then due and payable from the Company pursuant to Clauses 15 (Fees), 16.7 (Stamp taxes) and 20 (Costs and expenses) have been paid or will be paid on or by the Closing Date. (m) Evidence that any process agent referred to in Clause 44.2 (Service of process) or clause 29.2 (Service of process) of the Intercreditor Agreement, if not an Original Obligor, has accepted its appointment. (n) Other than Permitted Lien and Permitted Debt as defined in Schedule 15 (Incurrence Covenants Schedule) (not including paragraph (f) of the definition of Permitted Lien and paragraph (b) of the definition of Permitted Debt), evidence that all existing guarantees and Security of the Group will be discharged on or by the Closing Date, including: (i) notice of prepayment and cancellation providing for the prepayment of all outstanding amounts under the Existing Facilities (including all fees, costs and expenses payable thereunder), other than any Existing Facilities which are Existing Ancillary Facilities and which are intended by the parties to form Ancillary Facilities for the purposes of this Agreement, on or before the Closing Date executed by the parties thereto; and (ii) pay-off and security release (including all relevant local law release) documents and any notifications, filings or registrations required to be made in connection with the releases. (o) A letter from the Company specifying the Mandatory Prepayment Account including details of such account name, account number and the name and address of the bank where such account is held. (p) A copy of the constitutional documents of the British International School Bratislava s.r.o. (the “Slovak Company”). (q) A copy of the resolution of the sole shareholder of the Slovak Company: (i) approving the effective division of the existing shareholding interest of Nord Anglia Education Limited in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the Slovak Company’s registered capital in the amount of EUR 6,639 to two separate shareholding interests, one of which shall be transferred to NA Schools Limited; (ii) amending the Foundation Deed of the Slovak Company so as to allow the transfer of part of the shareholding interest vested in the Slovak Company to NA Schools Limited and to allow establishment of a pledge over the shareholding interest vested in the Slovak Company in favour of the Security Agent; and (iii) amending the articles of association of the Slovak Company to delete the requirements under articles 4.2 and 4.3 of the articles of association. (r) A copy of an up-to-date extract from the commercial register for the Slovak Company not older than three months at the time of submission. (s) Directors’ Certificate of the executives of the Slovak Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Agreement. (t) Confirmation issued by the District Court Bratislava I evidencing that no bankruptcy proceedings, bankruptcy, restructuring proceedings or restructuring have been applied for or commenced in relation to the Slovak Company or terminated due to insufficient assets of the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement. (u) Confirmation issued by the District Court Bratislava I evidencing that no liquidation has been commenced in relation to the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement. (v) Evidence of submission of an application to the relevant court maintaining the commercial registry upon which the security established over the ownership interest of Nord Anglia Education Limited in the Slovak Company will be registered. (w) A copy of a per-rollam resolution of the shareholders of the Slovak Company: (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (x) A copy of an agreement on transfer of shareholding interest in the Slovak Company evidencing the effective transfer of the sole shareholder’s shareholding interest in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the registered capital of the Slovak Company in the amount of EUR 750 onto NA Schools Limited, which represent 11.30 per cent of the total registered capital of the Slovak Company and evidence of its delivery to the Slovak Company. (y) An evidence of submission of a complete application to the relevant commercial registry upon which the corporate change under paragraph (x) above will be registered. (z) A certificate of good standing in respect of the Parent. (aa) A copy of the constitutional documents of the English International School of Prague, s.r.o. (the “Czech Company”). (bb) A copy of a resolution of the board of the Czech Company: (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (cc) A certificate of an authorised signatory of the Czech Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Agreement. (dd) The extract from the register of entrepreneurs (rejestr przedsiebiorców) of the National Court Register relating to The British School Sp. z o.o. (ee) Certifications and extracts from the pledges register confirming the assets subject to the Transaction Security Documents governed by Polish law are not encumbered with any registered pledges, except for the registered pledges constituting Permitted Security and established under the Transaction Security Documents governed by Polish law. (ff) Extracts from the register of treasury pledges issued not later than 10 Business Days before the date of the Agreement confirming that the assets subject to the Transaction Security Documents governed by the Polish law are not encumbered with any treasury pledges. (gg) A certified copy of the certificate from the competent tax office for the registered office of The British School Sp. z o.o. confirming that there are no outstanding taxes due from each Borrower issued no more than 10 (ten) Business Days prior to the date of the Utilisation Request. (hh) A certified copy of the certificate from the Polish social security office for the registered office of The British School Sp. z o.o. confirming that there are no outstanding social security premiums due from The British School Sp. z o.o. issued no more than 10 (ten) Business Days prior to the date of the Utilisation Request. (ii) Duly completed and paid applications for the registration of the registered pledges established under the Transaction Security Documents governed by Polish law. (jj) Appointment letter to appoint a sub-security agent residing in an EU or OECD country, stating that for the purposes of the Hungarian security interests, the parallel debt claims are held by the sub-security agent. (kk) Consent of general meeting of English International School Prague, s.r.o. to the creation of the pledges over its shares. (ll) Apostilled excerpt from the commercial register of the Citicorp International Limited and related power of attorney. (mm) Apostilled copy of the certificate of incorporation or equivalent relating to NA Schools Limited. (nn) Apostilled copy of the certificate of incorporation or equivalent relating to Nord International Schools Limited. (oo) Form A to evidence registration of Malaysian guarantee with Foreign Exchange Controller of Malaysia within 7 Business Days before issuance. (pp) Lodgement of Form 34 (as prescribed in Companies Act, 1965 of Malaysia) at Companies Commission of Malaysia. (qq) A copy of a resolution signed by all the holders of the issued shares in NAE Hong Kong Limited, approving the amendment to the articles of association to remove any restrictions on the transfer of shares. (rr) A copy of a resolution signed by all the holders of the issued shares in the Company, approving the amendment to the articles of association to remove any restrictions on the transfer of shares.
Accounts and Records The accounts and records maintained by ALPS shall be the property of the Fund. ALPS shall prepare, maintain and preserve such accounts and records as required by the 1940 Act and other applicable securities laws, rules and regulations. ALPS shall surrender such accounts and records to the Fund, in the form in which such accounts and records have been maintained or preserved, promptly upon receipt of instructions from the Fund. The Fund shall have access to such accounts and records at all times during ALPS’ normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by ALPS to the Fund at the Fund’s expense. ALPS shall assist the Fund, the Fund’s independent auditors, or, upon approval of the Fund, any regulatory body, in any requested review of the Fund’s accounts and records, and reports by ALPS or its independent accountants concerning its accounting system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request. ALPS or its undersigned as defined by Rule 17a-4 of the Securities and Exchange Act (the “Exchange Act”), shall have access to all electronic communications, including password access to the system storing the electronic communications, of registered representatives of ALPS that are associated with the Fund and are required to be maintained under Rule 17a-4 of the Exchange Act and FINRA Rules 3110 and 3010. Electronic storage media maintained by the Fund will comply with Rule 17a-4 of the Exchange Act.
